Common use of Intellectual Property Covenants Clause in Contracts

Intellectual Property Covenants. To the extent that Sellers transfer any Intellectual Property or Technology to Purchaser that does not relate to the Companies and Subsidiaries or the Acquired Business or is necessary to the conduct of the business of Sellers or its Affiliates (other than the Companies and Subsidiaries) as conducted up to and through the Closing Date, after written notice by Sellers to Purchaser, Purchaser agrees to transfer that Intellectual Property or Technology (excluding for all purposes any BLDC Technology) back to Sellers and/or its Affiliates or, if that Intellectual Property or Technology is used by the Companies and Subsidiaries or in the operation of the Acquired Business, to xxxxx Xxxxxxx and/or its Affiliates a license (on terms and conditions acceptable to Purchaser) to use that Intellectual Property or Technology to the extent that Purchaser has the right to make such grant. Conversely, to the extent that Sellers fail to transfer any Intellectual Property or Technology to Purchaser that relates to the Companies and Subsidiaries or the Acquired Business or was developed for or is necessary to the conduct of Acquired Business as conducted up to and through the Closing Date, after written notice by Purchaser to Sellers, Sellers agree to transfer that Intellectual Property or Technology to Purchaser.

Intellectual Property Covenants. To the extent that Sellers transfer any Intellectual Property or Technology to Purchaser that does not relate to the Companies and Subsidiaries or the Acquired Business or is necessary to the conduct of the business of Sellers or its Affiliates (other than the Companies and Subsidiaries) as conducted up to and through the Closing Date, after written notice by Sellers to Purchaser, Purchaser agrees to transfer that Intellectual Property or Technology (excluding for all purposes any BLDC Technology) back to Sellers and/or its Affiliates or, if that Intellectual Property or Technology is used by the Companies and Subsidiaries or in the operation of the Acquired Business, to xxxxx gxxxx Xxxxxxx and/or its Affiliates a license (on terms and conditions acceptable to Purchaser) to use that Intellectual Property or Technology to the extent that Purchaser has the right to make such grant. Conversely, to the extent that Sellers fail to transfer any Intellectual Property or Technology to Purchaser that relates to the Companies and Subsidiaries or the Acquired Business or was developed for or is necessary to the conduct of Acquired Business as conducted up to and through the Closing Date, after written notice by Purchaser to Sellers, Sellers agree to transfer that Intellectual Property or Technology to Purchaser.